Straddle Period Tax Contest definition

Straddle Period Tax Contest has the meaning set forth in Section 6.02(i).
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Straddle Period Tax Contest is defined in ‎Section 11.7.
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Straddle Period Tax Contest is defined in Section 10(c) hereof.
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Examples of Straddle Period Tax Contest in a sentence

  • Neither Buyer nor Seller shall settle any Straddle Period Tax Contest Claim without obtaining written consent of the other party hereto, provided that such consent shall not be unreasonably withheld, conditioned, or delayed.

  • The Company shall notify the Seller Representative of such Straddle Period Tax Contest, and the Sellers shall cooperate in each phase of such Straddle Period Tax Contest, and the Company and the Seller Representative shall bear the cost of such Straddle Period Tax Contest pro rata based on the number of days in the Straddle Period.

  • Buyer shall control any Tax Contest relating to a Straddle Period, provided, however, that the Seller, at its sole cost and expense, shall have the right to participate in any Straddle Period Tax Contest for the Company, and Buyer shall not settle, resolve, or abandon a Tax Contest (whether or not the Seller participates in such Tax Contest) relating to a Straddle Period without the prior written permission of the Seller which shall not be unreasonably withheld, delayed, or conditioned.

  • The Seller Representative may participate, at its own expense, in such Straddle Period Tax Contest.

  • No more than fifteen (15) days after Buyer or the Company receives written notice of a Pre-Closing Tax Contest or a Straddle Period Tax Contest, Buyer will notify Seller in writing of such Pre-Closing Tax Contest or Straddle Period Tax Contest.

  • If the Escrow Participants do not exercise such right, Parent shall be entitled to control the defense of such Straddle Period Tax Contest at its own expense.

  • Buyer shall not settle any Pre-Closing Period Tax Contest or Straddle Period Tax Contest without the advance written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed.

  • Buyer shall have the right to control the defense of a Straddle Period Tax Contest, provided, however, that Seller shall have the right to participate, at Seller’s own expense, in any Straddle Period Tax Contest, and provided, further, that Buyer shall not settle or compromise any such Straddle Period Tax Contest without Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed.

  • Parent shall have the right to participate in any Straddle Period Tax Contest and employ counsel of its choosing and at Parent’s expense.

  • Evolent shall have the right to control the conduct of all Straddle Period Tax Contests; provided, Evolent shall keep the Securityholders’ Representative reasonably informed regarding the progress and substantive aspects of any such Straddle Period Tax Contest.

Related to Straddle Period Tax Contest

  • Straddle Period means any taxable period beginning on or prior to and ending after the Closing Date.

  • Straddle Tax Period means a Tax period that begins on or before the Closing Date and ends thereafter.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Post-Distribution Tax Period means a Tax year beginning and ending after the Distribution Date.

  • Pre-Closing Straddle Period means the portion of the Straddle Period ending on the Closing Date.

  • Pre-Distribution Tax Period means any taxable period (or portion thereof) that ends on or before the Distribution Date.

  • Tax Contest means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

  • Tax Proceeding has the meaning set forth in Section 5.2(a).

  • Assumed Tax Liability means, with respect to any Member, an amount equal to the excess of (i) the product of (A) the Distribution Tax Rate multiplied by (B) the estimated or actual cumulative taxable income or gain of the Company, as determined for federal income tax purposes, allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, less prior losses of the Company allocated to such Member (or its predecessor) for full or partial Fiscal Years commencing on or after January 1, 2021, in each case, as determined by the Manager and to the extent such prior losses are available to reduce such income over (ii) the cumulative Tax Distributions made to such Member after the closing date of the IPO pursuant to Sections 4.01(b)(i), 4.01(b)(ii) and 4.01(b)(iii) and, if applicable with respect to such Fiscal Year, pursuant to Section 4.1(a) of the Previous LLC Agreement; provided that, in the case of the Corporation, such Assumed Tax Liability (x) shall be computed without regard to any increases to the tax basis of the Company’s property pursuant to Sections 734(b) or 743(b) of the Code and (y) to the extent permitted under the Credit Agreements and applicable Law, shall in no event be less than an amount that will enable the Corporation to meet both its tax obligations and its obligations pursuant to the Tax Receivable Agreement for the relevant Taxable Year; provided further that, in the case of each Member, and for the avoidance of doubt, such Assumed Tax Liability shall take into account any Code Section 704(c) allocations (including “reverse” 704(c) allocations) to the Member.

  • Tax Liability means the total taxes due to a municipal corporation for the taxable year, after allowing any credit to which the taxpayer is entitled, and after applying any estimated tax payment, withholding payment, or credit from another taxable year.

  • Employee Taxes means all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

  • Post-Closing Tax Period means any Tax period (or portion thereof) beginning after the Closing Date.

  • Joint Return means any Return of a member of the Parent Group or the SpinCo Group that is not a Separate Return.

  • Taxable Period means any taxable year or any other period that is treated as a taxable year (or other period, or portion thereof, in the case of a Tax imposed with respect to such other period, e.g., a quarter) with respect to which any Tax may be imposed under any applicable Law.

  • Tax Year means a period beginning with 6th April in one year and ending with 5th April in the next;

  • Actual Tax Liability means, with respect to any Taxable Year, the liability for Covered Taxes of the Corporation (a) appearing on Tax Returns of the Corporation for such Taxable Year and (b) if applicable, determined in accordance with a Determination (including interest imposed in respect thereof under applicable law).

  • Tax Item means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

  • Hypothetical Tax Liability means, with respect to any Taxable Year, the Hypothetical Federal Tax Liability for such Taxable Year, plus the Hypothetical Other Tax Liability for such Taxable Year.

  • Tax Audit means any audit, assessment, or other examination relating to Taxes by any Tax Authority or any judicial or administrative proceedings relating to Taxes.

  • Income Taxes means any Tax which is based upon, measured by, or calculated with respect to (i) net income or profits (including, but not limited to, any capital gains, gross receipts, value added or minimum Tax) or (ii) multiple bases (including, but not limited to, corporate franchise, doing business or occupation Taxes) if one or more of the bases upon which such Tax may be based, by which it may be measured, or with respect to which it may be calculated is described in clause (i) of this sentence.

  • Closing Period means the period between the close of business on the date of this Agreement and the Closing.

  • Asset Taxes means all ad valorem, property, excise, severance, production or similar Taxes (including any interest, fine, penalty or addition to Tax imposed by a taxing authority in connection with such Taxes) based upon operation or ownership of the Assets or the production of Hydrocarbons therefrom but excluding, for the avoidance of doubt, (a) income, capital gains, franchise and similar Taxes and (b) Transfer Taxes.

  • Separate Return means (a) in the case of any Tax Return of any member of the SpinCo Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the Parent Group and (b) in the case of any Tax Return of any member of the Parent Group (including any consolidated, combined or unitary return), any such Tax Return that does not include any member of the SpinCo Group.

  • Transaction Taxes has the meaning set forth in Section 2.6.

  • Distribution Taxes means any Taxes incurred solely as a result of the failure of the Intended Tax Treatment of the Restructuring, the Contribution or the Distribution.